Costco

Current directors and officers who also hold a role at another S&P 500 company.

• John W. StantonMSFT · Director
• Kenneth D. DenmanMSI · Director

Latest Schedule 13D/13G filing per holder. Holders that reported falling below 5% are not shown. Index funds usually report once a year.

No 5% holder filings parsed yet for this company.

Open-market purchases and sales reported on Form 4. Grants, option exercises and tax withholding are excluded.

Every 8-K with Item 5.02 (departure, election or appointment of directors and officers). The text is the first paragraph of the item.

1. Oct 16, 2026

   On October 13, 2026, the Compensation Committee of the Board of Directors approved the fiscal 2027 criteria for bonuses to executive officers, with the Nominating and Governance Committee of the Board also approving the environmental and social performance criteria. Executive officers other than the Chief Executive Officer are eligible to receive base bonuses of $400,000. The base amounts include $160,000 based on targets relating to sales and $160,000 based on targets relating to pre-tax income. The potential payment attributable to each goal may be from zero to up to 120% of the target amount, based on the level of achievement. In addition, up to $80,000 can be earned relating to environmental and social objectives based on quantitative performance metrics (including those concerning human capital and environmental-related areas).

   Read the 8-K filing
2. Oct 20, 2025

   On October 14, 2025, the Compensation Committee of the Board of Directors approved the fiscal 2026 criteria for bonuses to executive officers, with the Nominating and Governance Committee of the Board also approving the environmental and social performance criteria. Executive officers other than the Chief Executive Officer are eligible to receive bonuses up to $371,200. The base amounts include $128,000 based on targets relating to sales and $128,000 based on targets relating to pre-tax income. The potential payment attributable to each goal may be from zero to up to 120% of the target amount, based on the level of achievement. In addition, up to $64,000 can be earned relating to environmental and social objectives based on quantitative performance metrics (including those concerning human capital and environmental-related areas).

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3. Aug 7, 2025

   On August 4, 2025, the Company announced that Russ Miller, Senior Executive Vice President, COO - U.S. and Mexico Operations, will retire effective February 2026. Caton Frates, Executive Vice President, COO Southwest Division, will be appointed Senior Executive Vice President, Warehouse Operations - U.S. and Mexico, effective February 2026.

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4. Jun 11, 2025

   On June 10, 2025, the Company announced that on June 30 Dan Hines will retire as Senior Vice President, Corporate Controller, and Principal Accounting Officer. He will remain a Senior Vice President until his retirement in January 2026, following 35 years of service. Tiffany Barbre, 51, has been appointed as Senior Vice President, Corporate Controller and Principal Accounting Officer, effective July 1, 2025. Ms. Barbre joined Costco in 2005 and was promoted to Assistant Vice President in June 2010. In 2016, she was promoted to her current role as Vice President, Assistant Corporate Controller. Ms. Barbre graduated from Washington State University with a B.A. in Accounting and began her career as an auditor with Arthur Andersen LLP. In her new role Ms.

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5. Feb 3, 2025

   On January 30, 2025, Richard Galanti retired as Executive Vice President of the Company. As announced by the Company in the Form 8-K filed on February 9, 2024, Mr. Galanti retired as the Company’s Chief Financial Officer effective March 15, 2024. Mr. Galanti also served as a member of the Company’s Board of Directors until the 2025 Annual Meeting.

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6. Nov 7, 2024

   On November 4, 2024, the Compensation Committee of the Board of Directors approved the fiscal 2025 criteria for bonuses to executive officers, with the Nominating and Governance Committee of the Board also approving the environmental and social performance criteria. Executive officers other than the Chief Executive Officer are eligible to receive bonuses up to $232,000. This amount includes $80,000 based on targets relating to sales and $80,000 based on targets relating to pre-tax income. The potential payment attributable to each of these performance goals may be from zero to up to 120% of the target amount, based on the level of achievement.

   Read the 8-K filing
7. Feb 9, 2024

   On February 6, 2024, Costco announced that Richard Galanti will retire as Costco’s Chief Financial Officer, effective March 15, 2024, following nearly forty years of distinguished service to the Company. Mr. Galanti will remain an Executive Vice President and a member of the Board of Directors. The Board of Directors has appointed Gary Millerchip as an Executive Vice President, effective February 29, 2024, and Costco’s Chief Financial Officer to succeed Mr. Galanti, effective March 15, 2024. Mr. Millerchip, age 52, previously served as Senior Vice President and Chief Financial Officer of The Kroger Co. from April 2019 to February 2024 and, prior to that, as Chief Executive Officer of Kroger Personal Finance since July 2010. In his role as Executive Vice President and Chief Financial Officer of Costco, Mr.

   Read the 8-K filing
8. Jan 22, 2024

   (d) The Company is filing this Amendment to its Current Report on Form 8-K filed on August 17, 2023, which reported that the Board of Directors elected Helena Buonanno Foulkes as a director effective August 16, 2023. At the time of her election, she was not appointed to serve as a member of any committees of the Board. On January 18, 2024, the Board appointed Ms. Foulkes to the Audit Committee and the Nominating and Governance Committee.

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9. Nov 24, 2023

   On November 17, 2023, the Compensation Committee of the Board of Directors approved the fiscal 2024 criteria for bonuses to executive officers, with the Nominating and Governance Committee of the Board also approving the environmental and social performances criteria. Executive officers other than the Chief Executive Officer and the President are eligible to receive bonuses up to $232,000. This amount includes $80,000 based on the achievement of targets relating to sales and $80,000 based on the achievement of targets relating to pre-tax income. The potential payment attributable to each of these performance goals may be from zero to up to 120% of the award target amount, based on the level of achievement of the goal.

   Read the 8-K filing
10. Oct 20, 2023

    On October 18, 2023, the Company announced Craig Jelinek’s intention to step down as Chief Executive Officer, effective January 1, 2024. The Board of Directors has elected Ron Vachris, currently President and Chief Operating Officer, as President and Chief Executive Officer effective January 1, 2024. Mr. Jelinek will remain an employee through April 2024, serving in an advisory and transition role. Mr. Jelinek will remain a member of the Board of Directors and will stand for re-election at the annual meeting in January 2024. On October 11 and 17, 2023, the Compensation Committee of the Company’s Board of Directors determined the compensation arrangements for Mr. Vachris in his new position. For fiscal 2024 he will receive an annual base salary of $1,150,000 and an award of RSUs with a value of $10.4 million at October 20, 2023.

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11. Aug 17, 2023

    (d) On August 16, 2023, the Board of Directors elected Helena Buonanno Foulkes as a director. She was not appointed to serve as a member of any committees of the Board. Her compensation will be the standard fees paid to all non-executive board members and participation in the Company's 2019 Incentive Plan. Additional information is included in the press release attached as an exhibit.

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12. Nov 9, 2022

    Departure of Directors or Principal Officers; Election of Directions; Appointment of Principal Officers; Compensatory Arrangement of Certain Officers. On November 7, 2022, the Compensation Committee of the Board of Directors approved the fiscal 2023 performance criteria for bonuses to executive officers, with the Nominating and Governance Committee of the Board also approving the environmental and social performances criteria. Executive officers other than the Chief Executive Officer and the President are eligible to receive bonuses up to $232,000. This amount includes $80,000 based on the achievement of specified targets relating to sales and $80,000 based on the achievement of specified targets relating to pre-tax income.

    Read the 8-K filing
13. May 6, 2022

    Effective May 4, 2022, Russ Miller was promoted to Senior Executive Vice President, U.S. Operations. He will continue to report to Chief Executive Officer W. Craig Jelinek. Mr. Miller, age 65, previously served as Executive Vice President, Chief Operating Officer, Southwest Division and Mexico, a position he has held since January 2018. He previously served as Senior Vice President, Western Canada Region, from 2001 to January 2018.

    Read the 8-K filing
14. Mar 9, 2022

    James Murphy, Executive Vice President, Chief Operating Officer, International, is retiring from the Company. Mr. Murphy’s retirement will be effective at the end of 2022. The Company expresses its deep gratitude to Mr. Murphy for more than thirty-five years of service and numerous contributions to the Company’s success. Pierre Riel has been promoted to Executive Vice President, Chief Operating Officer, International. Mr. Riel has overseen operations for the Company in Eastern Canada for over twenty years, and has served as Senior Vice President, Country Manager - Canada since 2019. Mr. Riel will report to the Chief Executive Officer, Craig Jelinek.

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15. Feb 3, 2022

    Effective February 2, 2022, the Board of Directors appointed Ron Vachris as President and Chief Operating Officer of the Company. Craig Jelinek, who had previously served as President, will continue to serve as Chief Executive Officer and a member of our Board of Directors. Concurrently with his appointment as President and Chief Operating Officer of the Company, the Board of Directors elected Mr. Vachris as a director to fill a newly-created vacancy on the Board. Mr. Vachris, age 56, previously served as Executive Vice President, Chief Operating Officer, Merchandising, a position he held since 2016. He previously served as Senior Vice President, Real Estate Development, from August 2015 to June 2016, and Senior Vice President, General Manager, Northwest Region, from 2010 to July 2015. 2

    Read the 8-K filing

Proxy statements (DEF 14A): 2025 · 2024 · 2023 · 2022 · 2021 · 2020

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